Singapore Entities to Observe Nominee Shareholders & Enhanced Registrable Controllers Requirements
Summary
Maintaining Register of Nominee Shareholder
Companies (including foreign companies) are required to maintain a Register of Nominee Shareholders (RONS) at their registered office or at the registered office of their appointed Registered Filing Agent. The RONS will need to contain prescribed particulars of the nominator(s) of the company’s nominee shareholder(s). Companies must set up their RONS by 5 December 2022.
Definition of “Nominee Shareholders”
A shareholder is a nominee if the shareholder:
Is accustomed or under an obligation (whether formal or informal) to vote, in respect of shares in the company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person; and
receives dividends, in respect of shares in the company of which the shareholder is the registered holder, on behalf of any other person.
Identification of Registrable Controllers – only for SG Companies/LLPs which where previously unable to identify a Registrable Controllers
Companies and Limited Liability Partnerships (LLPs) which are unable to identify a registrable controller who has a significant interest in or significant control, are required to identify individuals with executive control as their registrable controller(s).
For companies, directors with executive control and the Chief Executive Officer must be identified as its registrable controller(s).
For LLPs, partner(s) with executive control must be identified as its registrable controller(s).
Companies and LLPs which were previously unable to identify a registrable controller are now required to record the prescribed particulars of individuals with executive control in their existing Register of Registrable Controllers (RORC) by 5 December 2022. The same information must also be lodged with the ACRA central register (ACRA central RORC) within 2 business days after any update(s) to their own RORC.
What are the key changes?
It is not a change; it is an addition to the Singapore Companies Act 1967.
The maintenance of Register of Nominee Shareholder
Companies are required to:
Keep a register of its nominee shareholders containing the particular of the nominators of the company’s nominee shareholders (Section 386ALA of the Companies Act);
Ensure that information in the register of nominee shareholder is updated within 7 days after being informed any change (section 386ALA of the Companies Act); and
Produce this register and any related document to the Registrar, an officer of ACRA or a public agency, upon request (Section 386AM of the Companies Act).
Nominee shareholder are required to inform their respective companies of the fact that they are nominee shareholders and to provide the prescribed particulars of their nominators to their companies within the applicable timelines.
Exemptions:
The following locally-incorporated companies are exempted:
- a public company which is shares are listed for quotation on an approved exchange in the Singapore (i.e. Singapore Exchange);
- a company that is a Singapore Financial Institution;
- a company that is wholly-owned by the Government of Singapore;
- a company that is wholly-owned by a statutory body established by or under a Public Act (a Public Act passed by the Parliament of Singapore, and not a legislation passed by a foreign government);
- a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d);
- a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to – (i) regulatory disclosure requirements; and (ii) requirements relating to adequate transparency in respect of its beneficial owners, imposed through stock exchange rules, laws or other enforceable means. Include companies that are subject to requirements similar to the substantial shareholder notification and disclosure requirements under Part 7 of the Securities and Futures Act 2001.
** companies that are undergoing winding up, receivership, judicial management, or striking off are not exempted, unless they are qualify under one of the categories in (a)-(f).
Obligations of Nominee Shareholders
Shareholders who are nominees should, within the applicable timelines, (i) inform their respective companies of that fact and (ii) provide the particulars of their nominators.
In addition, nominee shareholders must inform their companies when they cease to be a nominee and of any change to the nominator’s particulars provided to the company.
Timelines
For the obligation for nominee shareholders to inform their companies about their nominee shareholder status and to provide the particulars of their nominators, the applicable timelines depend on the date of incorporation of the company.
A shareholder of a company incorporated on or after 4 October 2022:
who is a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the date of incorporation; or
who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the shareholder becomes a nominee.
A shareholder of a company incorporated before 4 October 2022:
who is a nominee must inform the company of that fact and provide the particulars of the nominator within 60 days after 4 October 2022; and
who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the shareholder becomes a nominee.
For the obligation for nominee shareholders to inform their companies about the cessation of their nominee shareholder status and/or update the particulars of nominators, the nominee shareholder must inform his company:
that he ceases to be a nominee within 30 days after the cessation; and
of any change to the particulars provided to the company within 30 days after the change.
Particular of Nominator
Nominee shareholders must provide the following particulars of their nominators to their respective companies.
For nominators who are individuals:
full name;
aliases, if any;
residential address;
nationality;
identity card number or passport number;
date of birth; and
date on which the shareholder became the individual’s nominee.
For nominators which are legal entities:
name;
unique entity number issued by the Registrar, if any;
address of registered office;
legal form of the legal entity;
jurisdiction where, and statute8 under which, the legal entity is formed or incorporated;
name of corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable;
identification number or registration number of the legal entity on the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable; and
date on which the shareholder became the legal entity’s nominee
The date on which an individual or legal entity becomes/ceases to be a nominator (that is entered into the register of nominee shareholders) should be the actual date that the person becomes/ceases to be a nominator of a nominee shareholder, which has to be on or after 4 October 2022 as the law commences on that date.
Examples of the name of the Corporate Entity Register of the jurisdiction where the legal entity is formed or incorporated:
If the legal entity is a local company incorporated under the Companies Act, the name of the register would be the Accounting and Corporate Regulatory Authority.
If the legal entity is a company incorporated under the United Kingdom’s Companies Act 2006, the name of the register would be UK Companies House.
What do you need to do?
Maintaining a Register of Nominee Shareholders (RONS) – Companies must set up its RONS by 5 December 2022.
General – Companies are required to each maintain a register of nominee shareholders from 4 October 2022 onwards. Companies should enter into their registers, information received from their nominee shareholders (including any updates) within 7 days after receiving the information. Companies are strongly encouraged to document the receipt of information from their nominee shareholders.
Location of Register – Companies may keep their registers of nominee shareholders at (i) their registered offices or (ii) the registered offices of any registered filing agent appointed by the company for the purpose of keeping the register of nominee shareholders. If a company appoints a registered filing agent to help the company keep its register of nominee shareholders and the registered filing agent subsequently resigns, the registered filing agent should hand over the register to the company, who may appoint another registered filing agent for the purpose of keeping the register.
Form of Register – Companies may keep their register electronically or in hardcopy format. Companies are required to comply with the form of the register as prescribed in the Regulations. A template is at Annex A. The exact formatting of the register may vary from Annex A, as long as the form as prescribed in the Regulations is complied with.
Annex A – https://www.acra.gov.sg/docs/default-source/default-document- library/compliance/register-of-controllers/acra-guidance-on-register-of-nominee- shareholders-for-companies-(v1-0)-(4-oct).pdf (Please refer to page 14)
Companies without Nominee Shareholders – If a company has not received any information from its nominee shareholders, the company may enter the following statement in their register:
“As of [date], the company has not received information on nominee shareholders of the company.” Privacy and access to Register of Nominee Shareholders
Registers of Nominee Shareholder is not to be made public – Companies must not disclose or make available for inspection the register or any particulars contained in the register to any member of the public. Auditors are also not entitled to have access to the register.
For example, if a member of the public or a member of a company approaches the company and requests for access to the company’s register of nominee shareholders and the information contained therein, the company must decline the request and not provide such access.
Register of Nominee Shareholders must be made available to the Registrar and Public Agencies – Companies must make available their registers of nominee shareholders, the information contained in the registers, and any document relating to the registers and the keeping of the registers (“supporting documents”), to (i) the Registrar and ACRA officers; and (ii) public agencies and their officers (e.g. the Singapore Police Force; the Commercial Affairs Department; the Corrupt Practices Investigation Bureau; the Inland Revenue Authority of Singapore).
When approached by these agencies, companies must cooperate with the agencies and provide the requested information and documents to these agencies. Agencies may inspect, examine and make copies of the registers and the supporting documents produced.
The following are some examples of the supporting documents that must be furnished when requested by the agencies. These documents serve to provide confidence that the registers have been kept up-to-date and are accurate.
if a nominator is a Singapore Citizen or Singapore Permanent Resident, a copy of NRIC;
if a nominator is a foreign individual, a copy of passport and document to verify the residential address (e.g. utility bill);
if a nominator is a foreign legal entity that is not registered in Singapore, a copy of the certificate of registration from the jurisdiction of incorporation and, if the registered office address is not shown on the certificate, document to verify the office address (e.g. utility bill); and
records of information received from the nominee shareholders that led to the particulars of their nominators being inserted in the register of nominee shareholders (e.g. emails, hardcopy letters).
How can we help?
Computershare can assist you in complying with this new requirement and you will be supported by our dedicated team of governance professionals. This new requirement reiterates the important need for good statutory compliance and our team would be glad to discuss how we can work with you to meet all requirements.
The procedures should be as same during the identification of the Nominee Directors which is in accordance with Singapore Companies Act with effect from 31 March 2017.
Please contact your dedicated Computershare Relationship Manager or send an email to globalentityservices@computershare.com for more information about how Computershare may assist you in responding to these new requirements.